tion by the governmental body or authority. The cure period for an act of default under this provision is five (5) days from notice by BNC to Franchisee, after expiration of the twenty (20) days from notification by the governmental body or authority; provided, however, the five (5) day cure period will be stayed if Franchisee raises a bona fide dispute as to the validity of the alleged violation of the legality of the law, ordinance, rule, or regulation at issue, and Franchisee takes action in an appropriate court or other forum to address the dispute.

• 13.2.20 Franchisee vacates, abandons, ceases to occupy, or loses its right to possession of the Restaurant or the Location. The cure period for an act of default under this provision is five (5) days after notice by BNC to Franchisee.
• 13.2.21 Franchisee abandons the franchise relationship with BNC. It is an abandonment of the franchise relationship with BNC if Franchisee ceases to do business at the Restaurant. The cure period for an act of default under this provision is five (5) days after notice by BNC to Franchisee.
• 13.2.22 Franchisee fails to comply with the restrictions on BENIHANA Confidential Information, or any covenants set forth in Article 6 or Article 18 of this Agreement, Franchisee misuses or makes any unauthorized use of the Marks or any other identifying characteristics of the BENIHANA System, or Franchisee otherwise materially impairs the goodwill associated the Marks or BNC's rights in the Marks. There is no cure period for an act of default under this provision.
  • 13.2.23 Franchisee or its principals sell, assign, transfer, encumber, or license any

interest in Franchisee, in this Agreement, in the franchise license, or in the Restaurant without BNC's prior written consent and otherwise as permitted under this Agreement. There is no cure period for an act of default under this provision.

• 13.2.24 Franchisee violates any other obligation, provision, or condition of this Agreement not specifically identified in this Article 13.
• 13.2.25 Franchisee commits three (3) or more acts of default under this Agreement within any consecutive twelve (12) month period, even if Franchisee cures any of the three acts of default. There is no cure period under this provision, so that if two prior defaults occur within a twelve (12) month period, this Agreement will terminate immediately upon the occurrence of a third act of default and a notice of default and termination delivered by BNC to Franchisee.
• 13.2.26 Franchisee, or any individual with an Ownership Interest in Franchisee, is convicted in a court of competent jurisdiction of: (i) an offense punishable by a term of imprisonment in excess of one (1) year; or (ii) any offense for which a material element is fraud, dishonesty, or moral turpitude. There is no cure period for an act of default under this provision.

ARTICLE 14.

Source: Item 23 — Receipts (FDD pages 74–576)